All Shall Fade
by BeautyAndStrength
Summary: What if Fili had been wrong? What if Azog had been hiding on the lower levels of Ravenhill instead? And what would have happened had that been the case? A Switched-Places!AU story for The Hobbit: The Battle of the Five Armies. Movie verse. Non-slash.


**!Warning!**

**I'm just going to be brutally honest and say, THIS IS NOT A HAPPY STORY!**

**In fact, if you dare to read further this story will definitely rip your heart out.******

**If you have seen The Hobbit: The Battle Of The Five Armies, this is a switched-places!AU fic that shows what COULD have happened up in Ravenhill. **  
**  
So, read at your own risk!**

~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~

Blood and steel sliced through the air. The bloodcurdling shrieks of his enemies flooded his ears. One by one, orcs fell to the ground as lifeless corpses all around him after his blades tore blindly through their flesh.

But he hardly saw them.

The only thing that he could see at all was his own rage and grief amidst the tears that were spilling over from his eyes and streaming down his cheeks, causing some strands of his golden hair to stick to his face.

In the stinging winter air, his body felt both cold and hot, freezing and burning. His blood was on fire, so were his lungs and throat. Every muscle was screaming for rest but he still kept cutting and slicing and hacking away, slaughtering as many of the vile creatures as he possibly could. He didn't even hear the sound of his own sobs or the profanities that were pouring from his mouth.

He felt numb, but not in his body; in his mind and his heart. He could hardly feel anything, mentally or emotionally. And deep down, he hoped he wouldn't. He didn't want to feel anything right now; he didn't want any of it to be real.

Finally he stopped once he realized that there was nothing left for him to kill. All the orcs were dead; their carcasses littered the ground at his feet. Their blood was splattered all over his chain mail armor. His legs betrayed him and he collapsed to his knees in exhaustion. He saw his breath like smoke on the air as he struggled to inhale, his chest heaving rapidly. His mouth and throat were coated in mucus and every time he swallowed it felt like he was gulping down molten metal. He could feel a sharp stinging pain on his shoulder where an orc's blade had succeeded in breaking the skin.

But the physical pain was nothing compared to what his soul was going through as the numbness disappeared and the cruel, devastating reality of what happened in the last hour came crashing down on him.

He was supposed to protect him; that's all he's ever done. Ever since they were little boys he had always put it upon himself to protect him; he always put his needs before his own. He was is his brother and he would have given his life for him. How did it all go wrong? Why did Fate choose to betray them both? It had its choice of which one of them would go first and it chose the wrong brother. He was supposed to die for him, not the other way around.

He shouldn't have left him; he should have stayed by his side. He was trying to sacrifice himself for him but all he ended up doing was sending him to his death. Why?! Why did this happen?!

All at once, his grief came pouring out of him and a loud, heart wrenching wail tore from his throat, screaming out the name of the one person he sought to protect, and failed to keep safe.

"KILI!"

***One hour earlier***

_"He's here."_ Fili thought to himself. _"He's here and he's waiting for us to walk right into his trap."_

He and Kili stood in the ruins of Ravenhill scouting around for any sign of Azog and his men as Thorin had told them to do. Upon arriving the two dwarves immediately got the feeling that they were not alone and were being stalked by a hidden enemy. Kili, being the hot-head that he's always been, was instantly ready to spring into action. Fili quickly put his hand on Kili's chest, preventing the young dwarf from moving forward.

"Stay here." Fili told him. "Search the lower levels. I've got this."

Kili looked at him for a moment before obeying. The two of them parted ways and Fili moved forward into the trap he believed was waiting for him. His heart thudded hard in his chest and he took a deep breath as he walked with a shaky gait.

_"Courage, Fili."_He said to himself. _"Just have courage. You're doing this for Kili. You can't let him get caught by Azog as well. It's best if either of you died it should be you instead of him."_His heart started pounding hard at that thought. _"At least he'll be safe. If Azog's here then Kili will be much safer on the lower levels." _

The frightening feeling of impending danger grew more with each step he took and all around him he could see the shadows of his enemies moving along the walls, ready to spring out and attack.

Suddenly, Fili heard a roar and an orc leapt out of the shadows with his weapon drawn. Fili pulled out his own sword and blocked the orc's blade as he threw it on him. He fought the creature for a few moments before finally driving his blade through his gut, killing him. Just then, another orc attacked him from the side, knocking him down. Fili rolled out of the way when the orc tried to decapitate him with his battle axe. This allowed Fili to leap up and slice the orc across the ankles. The orc fell to his knees and Fili cut him down with swift slash through the neck. With both the orcs dead, Fili shakily got up and looked around for a sign of anymore orcs. He found none but he still remained vigilant in case more did show.

But strangely, none did.

Fili searched the entire level and found no other orcs besides those two. And there was no sign of Bolg or Azog either.

"Perhaps he did flee after all…." Fili said. "….and left a couple of his men behind." However, the sudden constricting feeling dread in his core told him otherwise. _"No."_He thought. "_No. He's a hunter. He wouldn't just run; he would wait. Something isn't right here." _

That was when Fili heard it ringing through the air; the sound that made his heart nearly stop dead in his chest.

The sound of his brother screaming for help.

"Kili! No!" Fili almost shouted. Without even thinking about what dangers he might run into, Fili ran as fast as his legs could carry him down to the lower levels, following the footprints that Kili had left behind. His sword was held tight in his shaky hand as he frantically searched all over the levels below for any sign of Bolg, Azog, their men and, more importantly, Kili.

He found none.

The panic and dread that had been plaguing him the whole time became so overwhelming it almost made if difficult for him to breathe. He stood there a bit in desperation. _"No. No."_He thought. _"This isn't happening! It's not! There's still a chance Kili got away. He-he could still be safe somewhere."_

Unfortunately, that hope came too soon, because at that moment Fili heard the sound of drums. He followed the sound until he found himself standing under a large doorway. He looked around for the source of the sound, until his ears directed him to look up to where the sound was coming from.

He almost wished he hadn't.

There, standing several feet above him at the top of the watchtower, was Azog, Bolg and their men. And there in Azog's hands, struggling against the Pale Orc's hold, was Kili, bloodied and beaten.

Fili's eye widened with horror when he saw his brother in Azog's clutches and found himself too far away to do anything. At the same time he realized the horrible mistake he had just made. He had misjudged Azog and his plan. Azog had been hiding out on the lower levels the whole time, ready to spring up at them from below. And Fili had sent Kili down there alone...right into Azog's waiting claws!

_"You idiot!" _Fili screamed at himself. _"What have you done!? You sent him to his death!"_

Kili struggled against Azog's grip as the mighty orc showed him off to Thorin who was standing on the other side with Dwalin and Bilbo, watching helplessly in fear and horror. At one point, Kili broke free from Azog and fell forward onto his stomach, just shy of the edge. He looked down and saw Fili watching helplessly from below with fear and guilt in his eyes. The two brothers looked at each other, their eyes meeting for a moment.

_Run._

That was the silent word on Kili's lips and the plea in his eyes. Fili shook his head in response as Azog grabbed Kili by the back of his shirt and pulled him up, holding onto him tighter than before.

_**"Isn't it fitting..."**_ Azog shouted to Thorin. _**"...that it's the youngest one who will die first?!"**_He let out a wicked laugh._**"The brother is**____**next! Then you, Oakenshield! You will die last!"**_

"Go! Run! Get out of here!" Kili shouted. Thorin also responded with a shake of the head. Azog then lifted Kili off the ground and held him up over the edge as Kili screamed out his final word. "RUN!"

A ear splitting cry ripped through the frozen air as Azog ran his blade through Kili's chest, drawing one last choked gasp from the young brunette...and slicing through Fili's own heart in the process. So great was his grief that he didn't even realize that the ear splitting cry was his own. Thorin and the other watched in devastation, horror and grief at the remorseless execution. Kili's body went limp and lifeless in Azog's hand.

_**"So shall end your filthy bloodline!"**_ Azog shouted in triumph as he released Kili's body and dropped it off the tower, landing at Fili's feet with a sickening crunch.

For ages, all Fili did was stare blankly down at his brother's lifeless body lying at his feet, hardly believing that this nightmare was real. Why would he want to believe it!?

"Kili..." Fili said in barely a whisper. He received no answer. His legs gave out from under him and he fell to the ground, crawling slowly over to Kili's body. "Kili?" He said again when he made it to his brother's side. Still, Kili said nothing. He just lay there still and lifeless in the snow in a pool of his own blood. His still-open brown eyes, which always were so full of life and laughter, were now cold and empty, staring up at the sky blankly. There was no life in them; no life in him.

"Kili." Fili's voice cracked as he practically started begging Kili to wake up. "Kili!"

_"No! This isn't right!"_His heart, his mind, every inch of him was screaming. _"This isn't right! I'm the eldest! I was supposed to die first! It was supposed to be me! Kili, how could you do this to me!? How could you leave me like this?! Mahal, how could you let this happen?!"_

Another ear splitting cry rang from his lips as he pulled Kili's body close to his own, burying his face against his brother's dark hair and weeping harder than he ever had before in his life. He rocked back and forth, not even paying attention to Kili's blood as it stained his armor.

"Kili, please." He pleaded. "Wake up!" But like always, Kili didn't listen to him.

His sobs echoed throughout Ravenhill and he was sure everyone could hear. But he didn't care. After all, what was the point? What was the point of living at all when half his soul had been ripped out and torn to shreds? What was the point if Kili wasn't going to be there when he woke up every morning, laughing and joking? He wanted to hear that again; he wanted to hear Kili's voice again. He wanted to feel his arms around him, not the cold embrace of a lifeless corpse! He just wanted his brother back!

_"What have I done?!" _

Suddenly, Fili hear a sound that caused his tears to stop and filled him with the most unimaginable rage. It was the sound of Azog's triumphant laughter echoing through the ruins of Ravenhill. Fili looked up towards the sound, his blue eyes burning as his anger seethed through him like a deadly poison.

_"I'LL MURDER HIM! I'LL MURDER THAT MONSTER!"_The voice in his head was hardly his own. It was the voice of someone who was possessed by rage and grief. Fili gently laid Kili down on the ground and closed his eyes before grabbing his own sword which he had dropped beside himself before and blindly charging up the stairs, slicing down every orc that got in his way.

He completely ignored the sound of his uncle shouting his name. The only thing he focused on was finding and killing the orc who took his brother from him.

~*~*~*~*~*~*~

Fili knelt there on the ground with the corpses of the orcs lying around him, staring down at the snow which mixed with their foul black blood. Suddenly, a pair of large, unfamiliar booted feet appeared in front of him. Fili looked up slowly, his eyes red and bloodshot, and saw Bolg, the spawn of the Pale Orc, standing over him. For a moment, the two of them just looked at each other before Bolg pulled out his weapon with a smirk. Fili slowly got up and took his own weapon in his hand.

If he couldn't kill Azog, than maybe he could at least try to take his son from him.

Iron and steel clashed as the dwarf prince battled the massive orc. It was an unfair fight as Fili was so much smaller than Bolg, but he made up for it with a frightening amount of fortitude. Unfortunately, it wasn't enough.

Fili hardly felt Bolg's ice cold blade pierce through his chest after the orc had pinned him against a stone pillar. He let out a choked gasp, similar to the one Kili had let out. Bolg grinned down at him; however his grin faded when he saw the smirk on Fili's face.

Before Bolg could do anything, Fili pulled out a knife that he had hidden in his belt and shoved it into Bolg's side. The orc shrieked and let go of Fili who fell to the ground. Despite the situation, Fili let out a strained laugh. It may not have been Azog but hurting Bolg gave him more satisfaction than he thought it would. Out of the corner of his eye, he saw Bolg stagger backwards with the blade sticking out of his side. He also saw the blurry figure of a large bear come out of the shadows and attack the orc, tearing him apart with its claws.

But Fili didn't really pay attention to it all. His eyes were cast to the sky, watching the snow fall from above and feeling it melt on his face in tiny droplets. It was so beautiful. He felt no pain, just peace as his vision started to darken.

_"At least I will see him again."_

That was his final thought right before his vision went black, his soul left the world and he went to join his brother in the halls of their forefathers.


End file.
